JAB Holdings B.V. - Dec 16, 2022 Form 4 Insider Report for Krispy Kreme, Inc. (DNUT)

Role: 10%+ Owner
Signature: /s/ Luuk Hoogeveen, Managing Director of JAB Holdings B.V.; /s/ Frank Engelen, Managing Director of JAB Holdings B.V.
Stock symbol: DNUT
Transactions as of: Dec 16, 2022
Transactions value $: $197,613,525
Form type: 4
Date filed: 7/3/2023, 05:05 PM
Previous filing: Mar 31, 2022
Next filing: Jul 19, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	DNUT	Common Stock, par value $0.01 per share						74.9M	Dec 16, 2022	See footnotes.	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	DNUT	Cash-Settled Total Return Swap	Purchase	$97.6M	+8M	+94.12%	$12.20	16.5M	Dec 16, 2022	Common Stock	8M		Direct	F2, F3, F6
transaction	DNUT	Cash-Settled Total Return Swap	Purchase	$100M	+6.9M	+41.79%	$14.50	23.4M	Jun 29, 2023	Common Stock	6.9M		Direct	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	These shares (the "Shares") of common stock, par value $0.01 per share (the "Common Stock"), of Krispy Kreme, Inc. (the "Company") are held and beneficially owned by JAB Indulgence B.V., a direct or indirect subsidiary of each Reporting Person herein. As such, each Reporting Person herein may be deemed a beneficial owner of Shares held by JAB Indulgence B.V. Each such Reporting Person disclaims beneficial ownership of such Shares, except to the extent of its pecuniary interests therein.
F2	JAB Holdings B.V. entered into a long cash-settled total return equity swap (the "BNP Paribas Long Swap") with BNP Paribas, providing for the establishment of long exposure with respect to a notional amount of Shares up to 8,000,000 Shares (the "BNP Paribas Subject Shares") in the aggregate that provides JAB Holdings B.V. with economic results that are comparable to the economic results of ownership of the BNP Paribas Subject Shares. All balances will be exclusively cash settled. The BNP Paribas Long Swap has a term of approximately three years, although JAB Holdings B.V. has the right to terminate and close out the BNP Paribas Long Swap during certain specified earlier periods if it so chooses.
F3	The price reported in Column 8 reflects the reference price of the BNP Paribas Subject Shares upon the establishment of the BNP Paribas Long Swap position.
F4	JAB Holdings B.V. entered into a long cash-settled total return equity swap (the "Santander Long Swap" and together with the BNP Paribas Long Swap, the "Long Swaps") with Banco Santander, S.A. ("Santander"), providing for the establishment of long exposure with respect to a notional amount of Shares up to the number of Shares purchased by Santander with an aggregate initial price not to exceed $100,000,000 (the "Santander Subject Shares" and together with the BNP Paribas Subject Shares, the "Subject Shares") that provides JAB Holdings B.V. with economic results that are comparable to the economic results of ownership of the Santander Subject Shares. All balances will be exclusively cash settled. The Santander Long Swap has a term of approximately three years, although JAB Holdings B.V. has the right to terminate and close out the Santander Long Swap during certain specified earlier periods if it so chooses.
F5	The price reported in Column 8 reflects the reference price of the Santander Subject Shares upon the establishment of the Santander Long Swap position.
F6	The Long Swaps (but not the Subject Shares referenced thereby) are owned by JAB Holdings B.V., a direct or indirect subsidiary of each other Reporting Person herein. The Long Swaps do not give JAB Holdings B.V. direct or indirect voting, investment or dispositive control over any securities of the Company or require BNP Paribas or Santander, as applicable, to acquire, hold, vote or dispose of any securities of the Company. Each Reporting Person disclaims beneficial ownership of the securities reported herein, including the Subject Shares, except to the extent of its pecuniary interest therein, and this Form 4 shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.